Jurisdiction(s):
United Kingdom

Key definition

Takeover definition

What does Takeover mean? In legal practice, a takeover is the acquisition of control of a publicly traded company, typically by purchasing its voting shares, whether on a recommended (friendly) or hostile basis. It is usually implemented by a contractual offer to shareholders or via a court‑sanctioned scheme of arrangement. Across England & Wales, Scotland and Northern Ireland, takeovers are regulated by the UK City Code on Takeovers and Mergers (the Takeover Code), administered by the Panel on Takeovers and Mergers, which has a statutory footing under the Companies Act 2006 (Part 28). The Code applies mainly to public companies (and certain private...

UK Takeover Code Rule 21: frustrating action restrictions, offer-related arrangements (including inducement fees), equality of information and MBO information for independent directors—Panel guidance and 2023–2025 amendments

Published by a LexisNexis Corporate expert

Practice notes

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This Resource Note summarises the core provisions of Rule 21 of the City Code on Takeovers and Mergers (the Code). It covers the limits on an offeror taking frustrating action in connection with an offer, and the approach to inducement fees and other offer-related arrangements. Rule 21 also mandates that competing offerors are given equivalent information, and that the offeree’s independent directors receive all information supplied to external finance providers in a management buy-out. It signposts relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (the Panel), alongside Lexis+® UK analysis and resources, to provide practical direction on the interpretation and application of Rule 21...

Materials covered in this Resource Note include:

Practice Statements issued by the Panel Executive (the body responsible for the day-to-day supervision and regulation of takeovers) (Executive), offering informal guidance on how the Executive typically interprets and applies the Code
Panel Statements issued by the Panel (P/S) and Panel Instruments
Public Consultation Papers (PCP) and Response Statements (RS) published by the Code Committee
Annual Reports issued by the Panel discussing general matters (Annual Reports)

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Web page updated on 21/05/2026

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